Michelle Gloeckler
About Michelle Gloeckler
Michelle Gloeckler (58) is an independent director of Holley Inc. (HLLY), serving since July 2021; she also served as Interim Chief Executive Officer from February to June 2023. She is a former retail executive with 30+ years in merchandising, consumer-packaged goods, sourcing, manufacturing, and strategy, including executive roles at Walmart and leadership positions at The Hershey Company; she holds a Bachelor’s Degree in Communication and Psychology from the University of Michigan . She is currently a member of Holley’s Compensation and Talent Committee and the Nominating and Governance Committee; prior to her interim CEO stint, she chaired both committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holley Inc. | Interim Chief Executive Officer | Feb 2023 – Jun 2023 | Led transition period; later returned to independent director status |
| Academy Sports & Outdoors | Chief Merchant & President International | Aug 2016 – Jan 2019 | Senior operating leadership in merchandising and international |
| Walmart Inc. | EVP, Consumables, Health and Wellness | Feb 2009 – Aug 2016 | Led U.S. manufacturing initiative; multiple executive roles |
| The Hershey Company | Executive roles | Not disclosed | Consumer-packaged goods leadership (prior to Walmart) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club (NYSE: BJ) | Independent Director | Since Sep 2019 | Nominating & Governance Committee |
| Duckhorn Portfolio (NYSE: NAPA) | Independent Director | May 2021 – Dec 2024 | Lead Director; Chair of Compensation; member Audit and Nominating & Corporate Governance |
| Pairwise (private) | Independent Director | Since Dec 2021 | Board member (independent) |
| Benson Hill (public; prior) | Independent Director | 2019 – 2021 | Board and Audit Committee |
Board Governance
- Committee assignments: Member, Compensation and Talent Committee; Member, Nominating and Governance Committee. Historically chaired both committees prior to serving as interim CEO. Current committee chairs: Compensation – Graham Clempson; Nominating & Governance – Anita Sehgal .
- Independence: Board determined Gloeckler is independent under NYSE standards; independence affirmed post-interim CEO tenure .
- Attendance: In FY2024, Board met 4 times; each incumbent director attended at least 95% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board process and quality: Regular executive sessions at every Board meeting; independent directors meet in executive session (presided by Ms. Jones); robust director search and diversity process; hedging/pledging prohibited by policy .
- Compensation committee advisor: Korn Ferry engaged; committee evaluated and concluded Korn Ferry’s independence; no conflicts of interest .
Fixed Compensation
Director fee schedule (FY2024 structure):
| Component | Amount |
|---|---|
| Annual Cash Retainer (non-Chair) | $70,000 |
| Committee Chair Retainer – Audit | $25,000 |
| Committee Chair Retainer – Compensation | $15,000 |
| Committee Chair Retainer – Nominating & Governance | $15,000 |
| Committee Membership Retainer – Audit | $10,000 |
| Committee Membership Retainer – Compensation | $10,000 |
| Committee Membership Retainer – Nominating & Governance | $10,000 |
Michelle Gloeckler – Director pay summary:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $58,652 | $279,716 |
| Stock Awards ($) | $89,225 | $84,090 |
| Other Compensation ($) | $875,482 (interim CEO salary, stock awards, bonus, perqs; 2023 bonus paid Q1’24) | $696,300 (interim CEO-related amounts) |
| Total ($) | $1,023,359 | $1,060,106 |
Notes:
- “Other Compensation” reflects her temporary service as Interim CEO; bonus related to 2023 service was paid in Q1 2024 .
Performance Compensation
Director equity grants:
| Grant Date | RSUs Granted | Fair Value per Share | Vesting | Notes |
|---|---|---|---|---|
| May 6, 2023 | 34,979 | $2.43 | Vested May 6, 2024 (1-year) | Annual grant to non-employee directors |
| Jul 3, 2023 | 21,397 | $4.17 | Vested May 6, 2024 (aligned to annual grant cycle) | Re-appointment grant |
| Jun 11, 2024 | 29,166 | $3.60 | Vests Jun 11, 2025 (1-year) | Annual grant to non-employee directors |
Interim CEO compensation (FY2023):
| Component | Amount ($) |
|---|---|
| Salary | $189,716 |
| Non-Equity Incentive Compensation (Bonus) | $189,716 |
| Stock Awards | $582,025 |
| All Other Compensation | $61,902 |
| Total | $1,023,359 |
Performance metrics tied to the 2023 bonus:
| Year | Metric | Funding Outcome | Payment Timing | Notes |
|---|---|---|---|---|
| 2023 | Adjusted EBITDA (company-level) | Funded at 103% based on actual performance | Paid Q1 2024 | Interim CEO bonus paid pro rata per letter agreement |
FY2024 executive bonuses: Minimum threshold not met; Board exercised discretion to fund recognition awards at 50% for NEOs (paid Q1’25). As Gloeckler was not an executive in 2024, this disclosure pertains to current NEOs, not her .
Other Directorships & Interlocks
| Company | Type | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| BJ’s Wholesale Club (NYSE: BJ) | Public | Nominating & Governance | No Holley-related transactions disclosed |
| Duckhorn Portfolio (NYSE: NAPA) | Public | Lead Director; Chair Compensation; Audit; Nominating & Governance | Tenure ended Dec 2024; no Holley-related transactions disclosed |
No related-party transactions or director-specific conflicts involving Gloeckler are disclosed in Holley’s proxy; Holley maintains a Related Person Transaction Policy overseen by the Audit Committee .
Expertise & Qualifications
- 30+ years retail and CPG leadership (merchandising, sourcing, manufacturing, strategy) with Walmart and Hershey .
- Board leadership: Lead Director, Compensation Chair, Audit and Nominating committee experience at public companies (Duckhorn) .
- Governance experience: BJ’s Wholesale Club Nominating & Governance Committee; multiple prior board roles (Benson Hill) .
- Education: Bachelor’s in Communication and Psychology, University of Michigan .
Equity Ownership
| Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Mar 11, 2024 | 212,717 | <1% | Based on 119,329,481 shares outstanding |
| Mar 10, 2025 | 241,883 | <1% | Based on 119,958,936 shares outstanding |
Policy alignment:
- Hedging and pledging prohibited by Insider Trading Policy; short-term trading, short sales, options, hedging, margin accounts, and pledging are prohibited .
- Section 16(a) compliance: Company reports directors were compliant in FY2024 and FY2023 .
Governance Assessment
- Board effectiveness: Gloeckler brings deep operating experience and multi-committee governance leadership across public boards, strengthening Holley’s human capital, merchandising, and CPG expertise on the Compensation and Nominating & Governance Committees .
- Independence and engagement: Despite a temporary executive role (Interim CEO in 2023), the Board affirmatively determined her independence under NYSE standards; attendance ≥95% indicates strong engagement .
- Pay-for-performance signals: Her director equity grants are RSUs with time-based vesting (aligns with shareholder value via ownership). Interim CEO bonus tied to adjusted EBITDA was funded at 103%, consistent with performance-based pay .
- Ownership alignment: Beneficial ownership increased from ~213k to ~242k shares YoY, with hedging/pledging prohibited, supporting alignment. No pledging or hedging activity disclosed .
RED FLAGS
- Temporary executive role while serving as a director can raise independence optics; however, independence was reassessed and affirmed by the Board .
- Sponsor influence context: Large holders (Sentinel and MidOcean) have nomination rights and NDAs enabling limited information sharing by their designees; Gloeckler is independent and not affiliated with sponsors, but overall governance involves sponsor rights under the Stockholders’ Agreement .
Compensation Committee Analysis
- Composition: Clempson (Chair), Basham, Gloeckler, Jones—entirely independent per NYSE requirements .
- Advisor: Korn Ferry engaged; independence evaluated with no conflicts .
- Scope: Oversees CEO goals and evaluation, executive compensation, equity and incentive plans, succession planning, stockholder engagement on compensation, and broader human capital policies .